Disney-Fox Shareholders

Disney, Fox Shareholders Approve $71.3 Billion Deal

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The approval follows rival Comcast dropping its own $65 billion bid for the Fox studio and other assets.

Walt Disney and 21st Century Fox shareholders on Friday voted in favor of a $71.3 billion deal, in which Disney will acquire large parts of Fox, including the 20th Century Fox film and TV studios, Fox’s entertainment cable networks and its international assets.

Disney’s and Fox’s special shareholder meetings on the deal took place at New York Hilton Midtown hotel.

Within eight minutes, the “combination merger proposal” from 21st Century Fox received a majority of votes from its shareholders to approve the deal for Disney to acquire a number of Fox assets.

The portion of Fox that Disney proposed to purchase includes the TV and movie studios, Star India, FX, Nat Geo, Fox’s 30 percent stake in Hulu and Fox’s 39 percent stake in Sky, the European pay TV company that Comcast is looking to acquire.

The way was cleared for Disney to acquire the Fox assets after rival Comcast dropped its own $65 billion bid for the Fox assets. But Comcast, led by chairman and CEO Brian Roberts, remains in the lead in the hunt for Sky, having submitted a raised $34 billion offer to prevail over a rival bid from Fox.

Disney originally offered $52.4 billion in stock for the Fox assets, but Comcast topped that with $65 billion in cash before Disney again upped its bid to $71.3 billion.

Disney recently gained regulatory approval for its Fox deal after chairman and CEO Bob Iger during an analyst call said the company was better placed than Comcast to secure regulatory approval for the deal.

At the Disney meeting, one shareholder complained the price was too high, but within 11 minutes the vote was tallied in favor of the merger. The 21st Century Fox meeting, chaired by Gerson A. Zweifach, group general counsel, fielded only two short questions from stockholders, including one that generously praised Rupert Murdoch, before the adjournment.

Disney is led by Iger, and Fox by co-executive chairs Rupert and Lachlan Murdoch and CEO James Murdoch. Neither Iger nor Rupert Murdoch attended Friday’s shareholder meetings, which were webcast.

Last month, the U.S. Justice Department blessed the merger on the condition that the Fox Sports Regional Networks be sold rather than go to Disney, but more reviews from other agencies are still required.

The agreement gives Fox stockholders $38 per share in either cash or shares of “New Disney,” a new holding company that will become the parent of both Fox and Disney.

Disney expects to pay about $35.7 billion in cash and issue about 343 million New Disney shares to Fox stockholders so that when the transaction closes after final regulatory approval Fox stockholders will own about 17-20 percent of New Disney.

What Disney did not purchase is for now known as “New Fox” and includes the broadcast network, Fox News Channel, Fox Business Network, FS1 and FS2.

“We are incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets,” Iger said.


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